8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR SECTION 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 5, 2019

Teledyne Technologies Incorporated

(Exact name of registrant as specified in its charter)

Delaware	1-15295	25-1843385
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
	1049 Camino Dos Rios Thousand Oaks, California	91360-2362
	(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (805) 373-4545

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name on each exchange on which registered
Common Stock, par value $.01 per share	TDY	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure

On June 5, 2019, Teledyne Technologies Incorporated issued a press release announcing that it has submitted a binding offer to acquire the gas and flame detection business of 3M Company. The press release announcing the acquisition is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 8.01 Other Events.

The information disclosed under Item 7.01 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit 99.1 Press Release Dated June 5, 2019

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TELEDYNE TECHNOLOGIES INCORPORATED
By:	/s/ Melanie S. Cibik
	Melanie S. Cibik
	Senior Vice President, General Counsel, Chief Compliance Officer and Secretary
	Dated: June 5, 2019

EXHIBIT INDEX

Description

Exhibit 99.1 Press Release dated June 5, 2019

EX-99.1

NEWSRELEASE    

Teledyne to Acquire the Gas and Flame Detection Business of 3M

THOUSAND OAKS, Calif. – June 5, 2019 – Teledyne Technologies Incorporated (NYSE:TDY) (“Teledyne”) announced today that it has submitted a binding offer for Teledyne to acquire the gas and flame detection business of 3M for $230 million in cash. The gas and flame detection business includes Oldham, Simtronics, Gas Measurement Instruments (GMI), Detcon and select Scott Safety products.

The gas and flame detection business provides a portfolio of fixed and portable industrial gas and flame detection instruments used in a variety of industries including petrochemical, power generation, oil & gas, food & beverage, mining and waste water treatment. The Oldham, Simtronics, GMI and Detcon brands bring together over 100 years of industry experience across a wide range of standard products and customized solutions. These rugged trace gas analyzers feature fast response time, intrinsically-safe sensors and satisfy multiple international certification standards.

“The gas and flame detection business utilizes similar technology and serves related markets as our portfolio of environmental instrumentation businesses. However, our respective products do not compete and we generally serve customers in complementary geographies,” said Robert Mehrabian, Executive Chairman of Teledyne. “This business will become a long-term core business of Teledyne, and we look forward to welcoming it and its employees to Teledyne.”

The transaction is anticipated to close in the second half of 2019, and is subject to customary closing conditions, including regulatory approvaland consultation or information requirements with relevant works councils. Teledyne management expects the transaction to be accretive to GAAP earnings per share in the first year after the acquisition.

About Teledyne

Teledyne is a leading provider of sophisticated instrumentation, digital imaging products and software, aerospace and defense electronics, and engineered systems. Teledyne’s operations are primarily located in the United States, Canada, the United Kingdom, and Western and Northern Europe. For more information, visit Teledyne’s website at www.teledyne.com.

Forward-Looking Statements Cautionary Notice

This press release contains forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995, relating to a potential acquisition of a business. Actual results could differ materially from these forward-looking statements. Many factors, including the ability of Teledyne and the gas and flame detection business to achieve anticipated synergies and Teledyne’s ability to integrate the gas and flame detection business, as well as market and economic conditions beyond Teledyne’s control, could change anticipated results. There are additional risks associated with operating businesses internationally, including those arising from United States and foreign government policy and regulatory changes or actions and exchange rate fluctuations.

Contact: Jason VanWees
(805) 373-4542